<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the three months ended September 30, 1995         Commission File No. 0-8841



                            The Pioneer Group, Inc.
                            -----------------------
             (exact name of registrant as specified in its charter)


         Delaware                                                     13-5657669
--------------------------------------------------------------------------------
(State of other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


60 State Street, Boston, Massachusetts                                     02109
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:     (617) 742-7825
                                                        --------------



--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changes since last 
report.




Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.

                       X  Yes                   No
                      ---                   ---

As of September 30, 1995, there were 24,814,938 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.

<PAGE>   2

<TABLE>

PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
THE PIONEER GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands Except Per Share Amounts)
<CAPTION>
                                                                                                    9/30/95                12/31/94
                                                                                                    -------                --------
ASSETS                                                                                             (unaudited)
<S>                                                                                                  <C>                   <C>
CURRENT ASSETS:                                                                           
Cash and cash equivalents, at cost which approximates market value........................           $ 24,205              $ 23,118
Investment in marketable securities, at value.............................................              9,514                 6,458
Receivables:                                                                              
     From securities brokers and dealers                                                  
       for sales of mutual fund shares....................................................              7,692                 7,406
     For gold shipments...................................................................              3,841                 4,393
     Other................................................................................             12,270                10,168
Mining inventory..........................................................................             16,071                11,881
Other current assets......................................................................              7,529                 4,695
                                                                                                     --------              --------
        Total current assets..............................................................             81,122                68,119
                                                                                                     --------              --------
                                                                                          
NONCURRENT ASSETS:                                                                        
Mining operations:                                                                        
     Mining equipment and facilities (net of accumulated                                  
            depreciation of $39,266 in 1995 and $29,793 in 1994)..........................             45,075                44,337
     Deferred mining development costs (net of accumulated                                
            amortization of $10,805 in 1995 and $9,022 in 1994)...........................              9,934                11,061
     Cost in excess of net assets of minority interest acquired  (net of accumulated      
           amortization of $1,686 in 1995 and $1,405 in 1994).............................              2,060                 2,341
Cost of acquisition in excess of net assets (net of accumulated amortization              
      of $4,045 in 1995 and $2,458 in 1994)...............................................             21,298                22,789
Long-term venture capital investments, at value                                           
     (cost $16,951 in 1995 and $18,181 in 1994)...........................................             22,737                19,835
Long-term investments.....................................................................             16,369              ------
Timber project in development:                                                            
     Deferred timber development costs....................................................             15,220                 6,765
    Timber equipment and facilities.......................................................             11,518                 5,384
Furniture, equipment, and leasehold improvements (net of accumulated                      
     depreciation and amortization of $9,576 in 1995 and $9,724 in 1994)..................             22,532                 9,837
Dealer advances...........................................................................             12,951                 4,399
Cost in excess of net assets of majority interest acquired  (net of accumulated           
           amortization of $77 in 1995)...................................................              1,770              ------
Other assets (including federal and state deferred income taxes, net).....................             12,346                 7,642
                                                                                                     --------              --------
                                                                                          
        Total noncurrent assets...........................................................            193,810               134,390
                                                                                                     --------              --------
                                                                                          
                                                                                                     $274,932              $202,509
                                                                                                     ========              ========
LIABILITIES AND STOCKHOLDERS' EQUITY                                                      
CURRENT LIABILITIES:                                                                      
Payable to funds for shares sold..........................................................             $7,674                $7,075
Accrued expenses and accounts payable.....................................................             22,827                13,675
Accrued employees' compensation...........................................................              5,495                 1,547
Accrued income taxes......................................................................                332                   748
Deferred revenues.........................................................................                705               ------
Current portion of notes payable..........................................................             38,053                13,597
                                                                                                     --------              --------
                                                                                          
        Total current liabilities.........................................................             75,086                36,642
                                                                                                     --------              --------
                                                                                          
NONCURRENT LIABILITIES:                                                                   
Notes payable, net of current portion.....................................................             13,263                 9,101
Deferred income taxes, net................................................................             16,264                17,331
                                                                                                     --------              --------
        Total noncurrent liabilities......................................................             29,527                26,432
                                                                                                     --------              --------
        Total liabilities.................................................................            104,613                63,074
                                                                                                     --------              --------
Minority interest.........................................................................             22,596                 5,013
                                                                                                     --------              --------

COMMITMENTS AND CONTINGENCIES                                                             
STOCKHOLDERS' EQUITY                                                                      
     Common stock, $.10 par value; authorized 60,000,000 shares;                          
       issued 24,816,628 shares in 1995 and 24,697,960 shares in 1994 ....................              2,482                 2,470
     Paid-in capital......................................................................              6,358                 3,599
     Retained earnings....................................................................            142,672               130,715
     Treasury stock at cost, 1,690 shares in 1995 and 28,772 shares in 1994...............                (18)                 (167)
                                                                                                     --------              --------
                                                                                                      151,494               136,617
     Less - Deferred cost of restricted common stock issued...............................             (3,771)               (2,195)
                                                                                                     --------              --------
        Total stockholders' equity........................................................            147,723               134,422
                                                                                                     --------              --------
                                                                                                     $274,932              $202,509
                                                                                                     ========              ========
</TABLE>


The Company's annual report on Form 10-K should be read in conjunction with
these financial statements.

<PAGE>   3

<TABLE>

THE PIONEER GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)


<CAPTION>
                                                                  THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                    SEPTEMBER 30,                    SEPTEMBER 30,
                                                                  1995           1994            1995           1994
                                                               ----------     ----------      ----------     ----------
<S>                                                            <C>            <C>             <C>            <C>
Revenues and sales:
   Investment management fees..............................       $16,835        $16,566         $47,248        $48,456
   Underwriting commissions and other fees.................         2,457          1,592           6,132         11,352
   Shareholder services fees...............................         5,603          4,961          16,708         14,743
   Trustee fees and other income...........................         3,977          1,984           7,677          5,392
                                                               ----------     ----------      ----------     ----------

     Revenues from financial services businesses...........        28,872         25,103          77,765         79,943
   Gold sales..............................................        22,368         20,210          65,707         47,744
                                                               ----------     ----------      ----------     ----------


    Total revenues and sales...............................        51,240         45,313         143,472        127,687
                                                               ----------     ----------      ----------     ----------


Costs and expenses:
   Management, distribution, shareholder service
    and administrative expenses............................        24,084         19,291          66,827         56,527
   Gold mining operating costs and expenses................        17,071         11,407          47,726         30,311
                                                               ----------     ----------      ----------     ----------


    Total costs and expenses...............................        41,155         30,698         114,553         86,838
                                                               ----------     ----------      ----------     ----------


Other (income) expense:
   Unrealized and realized gains on venture capital
    and marketable securities investments, net.............        (2,473)          (227)         (7,132)           (99)
   Interest expense........................................            26            254             557            686
   Minority interest.......................................         1,083            531           1,921          1,611
   Other, net..............................................           195            377             549            898
                                                               ----------     ----------      ----------     ----------


    Total other (income) expense...........................        (1,169)           935          (4,105)         3,096
                                                               ----------     ----------      ----------     ----------



Income before provision for federal, state and
   foreign income taxes....................................        11,254         13,680          33,024         37,753
                                                               ----------     ----------      ----------     ----------


Federal, state and foreign income taxes:
   Provision for federal, state and foreign income taxes...         4,981          5,400          13,625         15,166
   Cumulative deferred foreign income tax adjustment.......           ---            ---             ---         (4,431)
                                                               ----------     ----------      ----------     ----------


Net provision for federal, state and foreign income taxes..         4,981          5,400          13,625         10,735
                                                               ----------     ----------      ----------     ----------

Net income.................................................        $6,273         $8,280         $19,399        $27,018
                                                               ==========     ==========      ==========     ==========


Earnings per share ........................................         $0.25          $0.33           $0.77          $1.07
                                                               ==========     ==========      ==========     ==========


Dividends per share........................................         $0.10          $0.08           $0.30         $0.215
                                                               ==========     ==========      ==========     ==========

Weighted average common and
common equivalent shares outstanding ......................    25,371,000     25,374,000      25,297,000     25,338,000
                                                               ==========     ==========      ==========     ==========
</TABLE>



The Company's annual report on Form 10-K should be read in conjunction with
these financial statements.

<PAGE>   4

<TABLE>

THE PIONEER GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)                                                                                     NINE MONTHS ENDED
(UNAUDITED)                                                                                                  SEPTEMBER 30,
<CAPTION>                                                                                               
                                                                                                              1995        1994
                                                                                                              ----        ----
<S>                                                                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                   
  Net income............................................................................................   $19,399     $27,018
  Adjustments to reconcile net income to net cash provided by operating activities:                     
    Depreciation and amortization.......................................................................    17,095      12,756
    Unrealized and realized (gains) losses on venture capital and marketable securities,net.............    (7,132)        (99)
    (Equity in earnings of) other investments...........................................................      (481)       (558)
    Restricted stock plan expense.......................................................................       987         761
    Deferred income taxes...............................................................................      (643)     (3,256)
    Deferred revenues...................................................................................       705         882
    Minority interest...................................................................................    17,944       1,611
  Changes in operating assets and liabilities:                                                          
    Receivable from securities brokers and dealers for sales of mutual fund shares......................      (286)        638
    Receivables for gold shipments......................................................................       552      (1,732)
    Other receivables...................................................................................    (2,102)     (3,342)
    Mining inventory....................................................................................    (4,190)     (6,538)
    Other current assets ...............................................................................    (2,834)       (301)
    Dealer advances.....................................................................................    (9,946)     (2,530)
    Other assets .......................................................................................      (627)       (311)
    Payable to funds for shares sold....................................................................       599        (631)
    Accrued expenses and accounts payable...............................................................     9,152       4,791
    Accrued employees' compensation.....................................................................     3,948       3,193
    Accrued income taxes................................................................................      (225)      3,206
                                                                                                           -------     -------
      TOTAL ADJUSTMENTS.................................................................................    22,516       8,540
                                                                                                           -------     -------
      NET CASH PROVIDED BY OPERATING ACTIVITIES.........................................................    41,915      35,558
                                                                                                           -------     -------
                                                                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                   
  Additions to furniture, equipment and leasehold improvements..........................................   (15,100)     (4,081)
  Investments in marketable securities..................................................................    (5,273)    (14,287)
  Proceeds from sale of marketable securities...........................................................     2,804      20,822
  Long-term venture capital investments.................................................................    (2,517)     (2,864)
  Proceeds from sale of venture capital investments.....................................................     4,461       3,477
  Deferred timber development costs.....................................................................    (8,455)     (4,259)
  Timber equipment and facilities.......................................................................    (6,134)     (2,260)
  Other investments.....................................................................................    (4,020)     (2,938)
  Cost of acquisition in excess of net assets...........................................................    (1,943)        (89)
  Purchase of mining equipment and facilities...........................................................   (10,306)     (7,566)
  Deferred mining development costs, net................................................................      (656)     (2,126)
  Long-term investments.................................................................................   (17,269)        ---
  Proceeds from sale of long-term investments...........................................................     2,599         ---
                                                                                                           -------     -------
      NET CASH USED IN INVESTING ACTIVITIES............................................................  . (61,809)    (16,171)
                                                                                                           -------     -------
                                                                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                   
  Dividends paid........................................................................................    (7,442)     (5,303)
  Distributions to minority interest holder of gold mining subsidiary...................................      (350)        ---
  Distributions to limited partners of venture capital subsidiary.........................................     (11)        (53)
  Exercise of stock options.............................................................................       151         100
  Restricted stock plan award...........................................................................        15           5
  Repayments of notes payable...........................................................................   (14,382)     (2,839)
  Borrowings............................................................................................    43,000         ---
  Reclassification of restricted cash...................................................................       ---         398
                                                                                                           -------     -------
      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES...............................................    20,981      (7,692)
                                                                                                           -------     -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS....................................................     1,087      11,695
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD........................................................    23,118      19,242
                                                                                                           -------     -------
                                                                                                        
CASH AND CASH EQUIVALENTS AT END OF PERIOD..............................................................   $24,205     $30,937
                                                                                                           =======     =======
</TABLE>

THE COMPANY'S ANNUAL REPORT ON FORM 10-K SHOULD BE READ IN CONJUNCTION WITH
THESE FINANCIAL STATEMENTS.

<PAGE>   5

THE PIONEER GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of The Pioneer Group, Inc. and its
subsidiaries (the "Company") conform to generally accepted accounting
principles.  The Company has not changed any of its principal accounting
policies from those stated in the Annual Report on Form 10-K for the year ended
December 31, 1994.  The footnotes to the financial statements reported in the
1994 Annual Report on Form 10-K are incorporated herein by reference, except to
the extent that any such footnote is updated by the following:

Certain reclassifications have been made to the accompanying 1994 consolidated
financial statements to conform with the 1995 presentation.

Income taxes paid were $14,238,000 and $10,100,000 for the nine months ended
September 30, 1995, and September 30, 1994, respectively.  In addition,
interest paid was $1,793,000 for the nine months ended September 30, 1995, and
$751,000 for the nine months ended September 30, 1994.

NOTE 2 - MINING INVENTORY

Mining inventories consist of the following:
<TABLE>
<CAPTION>
                                                          September 30,       December 31,
                                                              1995                1994
                                                              ----                ----
                                                               (Dollars in Thousands)
<S>                                                        <C>                 <C>
Gold-in-process                                            $   1,125           $  1,125
Materials and supplies                                        14,946             10,756
                                                           ---------           --------
                                                           $  16,071           $ 11,881
                                                           =========           ========
</TABLE>

<PAGE>   6

NOTE 3 - MINING EQUIPMENT

<TABLE>
<CAPTION>
                                                                                     September 30,        December 31,
                                                                                          1995                1994
                                                                                          ----                ----
                                                                                            (Dollars in Thousands)
                   <S>                                                                 <C>                   <C>
                   Processing plant and equipment                                      $ 23,058              $ 22,485
                   Mining equipment (rolling stock)                                      30,933                26,958
                   Buildings and housing units                                            4,404                 3,718
                   Leach pads and ponds                                                  14,175                10,026
                   Construction in progress                                               1,517                 1,010
                   All other equipment                                                   10,254                 9,933
                                                                                       --------              --------
                                                                                         84,341                74,130
                        Less: accumulated depreciation                                  (39,266)              (29,793)
                                                                                       --------              --------
                   Total mining equipment                                              $ 45,075              $ 44,337
                                                                                       ========              ========
</TABLE>

NOTE 4 - INCOME TAXES

The Company adopted the accounting and disclosure rules specified by Statement
of Financial Accounting Standards ("SFAS No. 109") "Accounting for Income
Taxes" as of January 1, 1993.  Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the expected future tax consequences of events
that have been included in the financial statements or tax returns.  The
amounts of deferred tax assets or liabilities are based on the difference
between the financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the years in which the differences are expected
to reverse.  Deferred tax assets consist principally of deferred interest on
debt paid to the Company by Teberebie Goldfields Limited, deferred rent
expense, foreign tax credits and restricted stock plans' temporary differences.
Deferred tax liabilities include principally deferred foreign income taxes,
dealer advances and cumulative unrealized gains related to the Company's
venture capital investment portfolio.

NOTE 5 -- RESTRICTED STOCK PLANS AND STOCK OPTION PLAN

The Company has a Restricted Stock Plan (the "1995 Plan") to provide incentives
to certain employees who have contributed and are expected to contribute
materially to the success of the Company and its subsidiaries.  An aggregate
total of 600,000 shares of the Company's stock may be awarded to participants
under the 1995 Plan at a price to be determined by the Board of Directors,
generally $.10 per share.  The 1995 Plan expires in January 2000.  The
Company's 1990 Restricted Stock Plan (the "1990 Plan") expired in January 1995.
The Company's 1981 Restricted Stock Plan (the "1981 Plan") expired in January
1990.  The 1995 Plan, the 1990 Plan and the 1981 Plan are collectively referred
to as the "Plans."

<PAGE>   7

<TABLE>
The following tables summarize restricted stock plan activity for the Plans during the first nine months of 1995.

                                                                    Unvested Shares
                                                                    ---------------
<CAPTION>
                                                   1995 Plan             1990 Plan             1981 Plan                Total
                                                   ---------             ---------             ---------                -----
                   <S>                             <C>                   <C>                   <C>                    <C>
                   Balance at 12/31/94               -----                419,264                 15,684                434,948

                   Awarded                            600                 123,400              ---------                124,000

                   Vested                            -----               (134,450)               (15,684)              (150,134)

                   Forfeited                         -----                 (3,250)              ---------                (3,250)
                                                   ---------             --------              ---------              ---------

                   Balance at 9/30/95                 600                 404,964               ---------               405,564
                                                   =========             ========              =========              =========

                                                            Vested Shares
                                                            -------------
                                                   1995 Plan             1990 Plan             1981 Plan                Total
                                                   ---------             ---------             ---------                -----

                   Balance at 12/31/94               -----                219,000              1,489,648              1,708,648

                   Vested                            -----                134,450                 15,684                150,134
                                                   ---------             --------              ---------              ---------

                   Balance at 9/30/95                -----                353,450              1,505,332              1,858,782
                                                   =========             ========              =========              =========
</TABLE>

The Company awarded 101,460 shares in 1994 and 164,800 shares in 1993 under the
1990 Plan.

The participant's right to resell the awarded stock, under the Plans, is
generally restricted as to 100% of the shares awarded during the first two
years following the award, 60% during the third year and 20% less each year
thereafter.  The Company may repurchase unvested restricted shares at $.10 per
share upon termination of employment.

Awards under the Plans are compensatory, and, accordingly, the difference
between the award price and the market value of the shares under the Plans at
the award date, less the applicable tax benefit, is being amortized on a
straight-line basis over a five year period.

The Company also maintains the 1988 Stock Option Plan (the "Option Plan"),
pursuant to which options on the Company's stock may be granted to key
employees of the Company.  The Company has reserved an aggregate of 2,400,000
shares for issuance under the Option Plan.  Both incentive stock options
intended to qualify under Section 422A of the Internal Revenue Code of 1986 and
non-statutory options not intended to qualify for incentive stock option
treatment ("non-statutory options") may be granted under the Option Plan. The
Option Plan is administered by the Board of Directors or a committee of
disinterested directors designated by the Board (the "Committee") and unless
the Option Plan is earlier terminated, no option may be granted after August 1,
1998.  The option price per share is determined by the Board

<PAGE>   8

of Directors or the Committee, but (i) in the case of incentive stock options,
may not be less than 100% of the fair market value of such shares on the date
of option grant, and (ii) in the case of non-statutory options, may not be less
than 90% of the fair market value on the date of option grant.  Options
issuable under the Option Plan become exercisable as determined by the Board of
Directors or the Committee not to exceed ten years from the date of grant.
Options granted to date vest over five years at an annual rate of 20% on each
anniversary date of the date of the grant.

<TABLE>

The following table summarizes all stock option activity since December 31, 1992.

<CAPTION>
                                                                         Number of                      Exercise
                                                                          shares                      price per share
                                                                 ------------------------          ----------------------
                   <S>                                                  <C>                         <C>
                   Outstanding at December 31, 1992                     1,570,800                   $4.188  - $  7.063
                   Granted                                                139,000                             $  12.00
                   Terminated                                             (12,000)                            $  4.188
                   Exercised                                              (62,800)                            $  4.188
                                                                 ------------------------          ----------------------
                                                                          

                   Outstanding at December 31, 1993                     1,635,000                   $4.188  - $  12.00
                   Granted                                                191,500                   15.875  - $  21.25
                   Exercised                                              (32,000)                            $  4.188
                                                                 ------------------------          ----------------------
                                                                          

                   Outstanding at December 31, 1994                     1,794,500                   $4.188  - $  21.25
                   Exercised                                              (25,000)                   $6.00  - $  6.125
                                                                 ------------------------          ----------------------
                   Outstanding at September 30, 1995                    1,769,500                   $4.188  - $  21.25
                                                                 ========================          ======================
</TABLE>

At September 30, 1995, options to purchase 1,122,800 shares of common stock had
vested under the Option Plan.

NOTE 6 - NET CAPITAL

As a broker-dealer, Pioneer Funds Distributor, Inc. ("PFD"), is subject to the
Securities and Exchange Commission's regulations and operating guidelines
which, among other things, require PFD to maintain a specified amount of net
capital, as defined, and a ratio of aggregate indebtedness to net capital, as
defined, not exceeding 15 to 1.  Net capital and the related ratio of aggregate
indebtedness to net capital may fluctuate on a daily basis. PFD's net capital,
as computed under Rule 15c3-1, was $2,202,257 at September 30, 1995, which
exceeded required net capital of $741,715 by $1,460,542.  The ratio of
aggregate indebtedness to net capital at September 30, 1995, was 5.05 to 1.

PFD is exempt from the reserve requirements of Rule 15c3-3, since its
broker-dealer transactions are limited to the purchase, sale and redemption of
redeemable securities of registered investment companies.  All customer funds
are promptly transmitted and all securities received in connection with
activities as a broker-dealer are promptly delivered.  PFD does not otherwise
hold funds or securities for, or owe money or securities to, customers.

NOTE 7 - BENEFIT PLANS

The Company and its subsidiaries have two defined contribution benefit plans
for eligible employees: a retirement benefit plan and a savings and investment
plan qualified under section 401(k) of the Internal Revenue Code of 1986.  The
Company makes contributions to a trustee, on behalf of eligible employees, to
fund both the retirement benefit and the savings and investment plans. The
Company's expenses under these plans were $1,610,000 for the nine months ended
September 30, 1995, and $1,339,000 for the nine

<PAGE>   9
months ended September 30, 1994.

Both of the Company's qualified plans described above cover all full-time
employees who have met certain age and length of service requirements.
Regarding the retirement benefit plan, the Company contributes an amount which
would purchase a certain targeted monthly pension benefit at the participant's
normal retirement date.  In connection with the savings and investment plan,
participants can voluntarily contribute up to 8% of their compensation to the
plan, and the Company will match this contribution up to 2%.

NOTE 8 - RELATED PARTY TRANSACTIONS

Certain officers and/or directors of the Company and its subsidiaries are
officers and/or trustees of the Pioneer mutual funds.  Investment management
fees earned from the mutual funds were approximately $46,479,000 for the nine
months ended September 30, 1995, and $46,939,000 for the nine months ended
September 30, 1994.  Underwriting commissions and other fees earned from the
sale of mutual funds shares were approximately $6,132,000 for the nine months
ended September 30, 1995, and $11,352,000 for the nine months ended September
30, 1994, respectively.  Shareholder services fees earned from the mutual funds
were approximately $16,708,000 for the nine months ended September 30, 1995,
and $14,743,000 for the nine months ended September 30, 1994.

Within the Pioneer mutual funds, revenues from Pioneer II were approximately
$23,941,000 for the nine months ended September 30, 1995, and $23,538,000 for
the nine months ended September 30, 1994.  Revenues from Pioneer Fund were
$12,110,000 for the nine months ended September 30, 1995, and $11,502,000 for
the nine months ended September 30, 1994.

Certain partners of Hale and Dorr, the Company's legal counsel, are officers
and/or directors of the Company and its subsidiaries.  Amounts paid to Hale and
Dorr for legal services were $1,940,000 for the nine months ended September 30,
1995, and $1,086,000 for the nine months ended September 30, 1994.

At December 31, 1994, the Company had a receivable from an officer in the
amount of $109,000.  This receivable was fully paid in the second quarter of
1995.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Rental expense was $3,265,000 for the nine months ended September 30, 1995, and
$2,409,000 for the nine months ended September 30, 1994.  Future minimum
payments amount to approximately $735,000 for the last three months of 1995,
$3,051,000 in 1996, $3,129,000 in 1997, $3,220,000 in 1998, $3,342,000 in 1999,
$3,197,000 in 2000 and $5,393,000 thereafter.  These future minimum payments
include estimated annual operating expenses of approximately $334,000 in the
last three months of 1995, and $1,330,000 thereafter.

In September 1993, TGL executed a commitment letter with the Overseas Private
Investment Corporation ("OPIC") pursuant to which OPIC will provide loan
guarantees for up to $5.0 million.  The commitment terminates in December 1995
and carries commitment fees of 0.5% per year on the undisbursed and uncanceled
amount of the guarantee commitment.  At September 30, 1995, the full amount of
the guarantee commitment remained undisbursed.

<PAGE>   10

The Company is contingently liable to the Investment Company Institute Mutual
Insurance Company for unanticipated expenses or losses in an amount not to
exceed $500,000.  Two thirds of this amount is secured by an irrevocable
standby letter of credit with a bank.

NOTE 10- NOTES PAYABLE

<TABLE>
Notes payable of the Company consists of the following:
<CAPTION>
                                                                  September 30,           December 31,
                                                                      1995                   1994
                                                                      ----                   ----
<S>                                                              <C>                       <C>
                                                                       (Dollars in Thousands)

Line of Credit.................................................  $ 36,000                  $ 10,000

Preferred option financing for acquisition of
management company of Russian Voucher Fund,
principal payable in three annual installments of
$2,000,000 through 1998, interest payable at 5% ...............     6,000                       ---

Small Business Administration ("SBA")
financing, notes payable to a bank,
interest payable semi-annually at
rates ranging from 6.12% to 9.8%,
due in 1998 through 2003.......................................     4,950                     4,950

Note payable to a bank guaranteed by the Swedish
Exports Credits Guarantee Board, principal payable in
nine semi-annual installments of $812,000 through
March 31, 1997, interest payable at 5.77%, secured by
equipment......................................................     2,435                     4,059

Notes payable to a bank, guaranteed by the Overseas
Private Investment Corporation ("OPIC")........................       -0-                     1,544

Notes payable to a bank, guaranteed by the
Company, principal payable in semi-annual
installments, of $214,000 through November 30, 1999,
no interest payable, secured by equipment......................     1,931                     2,145
                                                                 --------                  --------
                                                                   51,316                    22,698
Less:  Current portion.........................................   (38,053)                  (13,597)
                                                                 --------                  --------
                                                                 $ 13,263                  $  9,101
                                                                 ========                  ========
</TABLE>

In December 1991, OPIC certified that all conditions of a Project Completion
Agreement had been satisfied pursuant to which the Company would no longer be
required to guarantee TGL's loan guaranteed by OPIC.  Among the conditions was
the establishment of an escrow account covering nine months of all third party
debt service payments.  OPIC waived the condition of the Project Completion
Agreement at December 31, 1994, which had previously required that TGL maintain
the escrow account balance.  The balance of such escrow account was $1.8
million at September 30, 1994.

<PAGE>   11

In 1994, TGL prepaid a note payable to a supplier and a note payable to a bank
with a remaining principal balance of approximately $761,000.

Maturities of notes payable at September 30, 1995 for each of the next five
years and thereafter are as follows (dollars in thousands):

<TABLE>
                                                   <S>                         <C>
                                                   1995                        $38,053
                                                   1996                          3,241
                                                   1997                          2,429
                                                   1998                          3,629
                                                   1999                            214
                                                   Thereafter                    3,750
                                                                               -------
                                                                               $51,316
                                                                               =======
</TABLE>


On February 28, 1995, the Company entered into an agreement with a commercial
bank providing for a $30 million unsecured line of credit.  Advances under the
line bear interest at the Company's option at the higher of the bank's base
lending rate or the federal funds rate plus 0.50%, the London Interbank Offered
Rate plus 1.10% or at a money market rate set by the bank.  The Company is
required to pay additional interest to the bank at the rate of 0.25% per year
of the unused portion of the line.  The line expires February 27, 1996.  On
October 20, 1995, the Company entered into a second agreement with the
commercial bank providing for an additional $15 million unsecured line of
credit with substantially the same terms as the first agreement.  This
additional facility also expires on February 27, 1996. At September 30, 1995,
the Company had $36,000,000 outstanding on the lines.

NOTE 11 - MAJOR CUSTOMERS AND EXPORT SALES

During the nine months ended September 30, 1995, gold sales aggregated $65.7
million.  During this period, gold shipments from TGL in Ghana to two
unaffiliated European refiners accounted for $37.1 million and $28.6 million of
total gold sales, respectively, representing 100% of such total gold sales.

During the nine months ended September 30, 1994, gold sales aggregated $47.7
million.  During this period, gold shipments from TGL in Ghana to two
unaffiliated European refiners accounted for $31.8 million and $15.9 million of
total gold sales, respectively, representing 100% of such total gold sales.

NOTE 12 - ACQUISITION OF MUTUAL OF OMAHA FUND MANAGEMENT
          COMPANY

On December 1, 1993, the Company completed its acquisition of Mutual of Omaha
Fund Management Company ("FMC").  The Company financed this acquisition through
working capital in the amount of $23,500,000.  The Company also incurred
additional costs associated with the acquisition in the amount of $1,854,000.

The Company has allocated cost in excess of net assets acquired in the amount
of $25,343,000, as set forth below.  This cost is being amortized on a
straight-line basis beginning December 1, 1993, over the following periods:

<PAGE>   12

<TABLE>
<CAPTION>
                                                               Amount at                      Estimated
                                                           September 30, 1995                Useful Life
                                                           ------------------                -----------

                                                                          (Dollars in Thousands)
                   <S>                                            <C>                        <C>
                   Goodwill                                       $21,843                    15 years
                   Non-compete agreement                            3,300                     5 years
                   Consulting                                         200                     7 months
                                                                  -------
                                                                  $25,343
                   Less: accumulated amortization                   4,045
                                                                  -------
                   Cost of acquisition in excess of
                   net assets, net                                $21,298
                                                                  =======
</TABLE>

The Company also agreed to pay up to an additional $3 million in three years if
certain conditions, as defined in the purchase agreement, are met.

NOTE 13 - DEALER ADVANCES

During 1994, certain of the Pioneer Family of Mutual Funds introduced a
multi-class share structure, whereby the participant funds offer both the
traditional front-end load shares and back-end load shares (B-shares).
B-shares do not require the investor to pay any sales charge unless there is a
redemption before the expiration of the minimum holding period which ranges
from three to six years.  However, the Company pays upfront sales commissions
(dealer advances) to broker-dealers ranging from 2% to 4%.  The Company
capitalizes and amortizes dealer advances for book purposes over periods which
range from three to six years depending on the participating fund.  The Company
deducts the dealer advances in full for tax purposes in the year such advances
are paid.  In the first nine months of 1995, the Company paid dealer advances
in the amount of $9.9 million.  Dealer advances, net of amortization, were
$13.0 million at September 30, 1995.

NOTE 14 - FINANCIAL INFORMATION BY BUSINESS SEGMENT

Total revenues and income (loss) by business segment, excluding intersegment
transactions, were as follows:

<PAGE>   13

<TABLE>
                                                 NOTE 14 - FINANCIAL INFORMATION
                                                       BY BUSINESS SEGMENT
                                                      (DOLLARS IN THOUSANDS)
                                                           (UNAUDITED)

<CAPTION>
                                                     MUTUAL FUND
                           INVESTMENT                UNDERWRITING            VENTURE CAPITAL         SHAREHOLDER
                           MANAGEMENT                 AND OTHER               INVESTMENTS             SERVICES        
                           ----------                 ---------               -----------             -------- 
<S>                    <C>         <C>          <C>           <C>          <C>         <C>        <C>      <C>       
NINE MONTHS                                                                                                          
ENDED                  9/30/95     9/30/94      9/30/95       9/30/94      9/30/95     9/30/94    9/30/95  9/30/94   
                       -------     -------      -------       -------      -------     -------    -------  ------- 
REVENUES &                                                                                                           
OTHER INCOME           $49,431     $48,803      $10,895       $15,921         $680        $421    $16,759  $14,798   
                       =======     =======      =======       =======      =======     =======    =======  =======
                                                                                                                     
                                                                                                                     
INCOME (LOSS)                                                                                                        
BEFORE INCOME                  (1)         (1)           (2)           (2)         (3)         (3)                   
TAXES                  $32,008     $33,915     ($19,023)     ($11,933)     $ 3,093       ($934)    $1,437   $2,545   
                       =======     =======      =======       =======      =======     =======    =======  =======
                                                                                                                     
                                                                                                                     
DEPRECIATION &                                                                                                       
AMORTIZATION            $1,006        $661       $4,100        $2,507          $81         $64     $1,251     $651   
                       =======     =======      =======       =======      =======     =======    =======  =======
                                                                                                                     
                                                                                                                     
CAPITAL                                                                                                              
EXPENDITURES            $9,871        $113       $2,638        $1,472          $55          $7     $2,470   $1,959   
                       =======     =======      =======       =======      =======     =======    =======  =======
                                                                                                                     
                                                                                                                     
IDENTIFIABLE                                                                                                         
ASSETS AT                                                                                                            
QUARTER END            $72,265     $40,362      $53,762       $44,628      $32,555     $26,116     $7,532   $7,710   
                       =======     =======      =======       =======      =======     =======    =======  =======
</TABLE>

[CAPTION]

<TABLE>                      
                      
                         GOLD MINING               OTHER                   CONSOLIDATED
                         -----------               -----                   ------------
<S>                   <C>         <C>        <C>         <C>           <C>         <C>
NINE MONTHS                       
ENDED                 9/30/95     9/30/94    9/30/95     9/30/94        9/30/95     9/30/94
                      -------     -------    -------     -------       --------    --------            
REVENUES &                        
OTHER INCOME          $65,707     $47,744         $0          $0       $143,472    $127,687
                      =======     =======    =======     =======       ========    ======== 
                                  
                                  
INCOME (LOSS)                     
BEFORE INCOME                 (4)         (4)        (5)         (5)
TAXES                 $16,058     $15,058      ($549)      ($898)       $33,024     $37,753
                      =======     =======    =======     =======       ========    ======== 
                                  
                                  
DEPRECIATION &                    
AMORTIZATION          $11,644      $9,487         $0          $0        $18,082     $13,370
                      =======     =======    =======     =======       ========    ======== 
                                  
                                  
CAPITAL                           
EXPENDITURES          $10,372      $7,587     $6,134        $530        $31,540     $11,668
                      =======     =======    =======     =======       ========    ======== 
                                  
                                  
IDENTIFIABLE                      
ASSETS AT                         
QUARTER END           $77,923     $69,455    $30,895     $13,003       $274,932    $201,274     
                      =======     =======    =======     =======       ========    ======== 

<FN>
(1)   Net of minority interest of approximately $777,000 for the nine months ended September 30, 1995 
      and $0 for the nine months ended September 30, 1994.

(2)  Net of interest expense related to third parties of approximately $20,000 for the nine months ended September 30, 1995 and 
     $0 for the nine months ended September 30, 1994.

(3)   Net of minority interest and interest expense related to third parties of approximately ($37,000) and $301,000 respectively, 
      for the nine months ended September 30, 1995, and ($11,000) and $300,000 for the nine months ended September 30, 1994.

(4)   Net of minority interest and interest expense related to third parties of approximately $1,181,000 and $236,000 for the nine 
      months ended September 30, 1995  and $1,622,000 and $386,000 for the nine months ended September 30, 1994.

(5)   Net of interest expense related to third parties of approximately $0 and expense related to the Company of $0 for the nine 
      months ended September 30, 1995 and $0 and $744,000 for the nine months ended September 30, 1994.
</TABLE>

<PAGE>   14
PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                              SUMMARY OF OPERATIONS

The Pioneer Group, Inc. (the "Company") reported third quarter 1995 earnings of
25 cents per share, a decrease of 8 cents per share compared to earnings in the
third quarter of 1994. Current year third quarter results included decreased
earnings from worldwide investment management businesses of 1 cent per share.
The Company's new Russian investment management operations, however, contributed
4 cents per share to third quarter 1995 earnings of the worldwide investment
management businesses. The Company's gold mining operations, which consist of
its indirect wholly-owned subsidiary, Pioneer Goldfields Limited ("PGL"), and
PGL's 90% owned subsidiary, Teberebie Goldfields Limited ("TGL"), earned 9 
cents per share less in the third quarter of 1995 than in the third quarter of 
1994. Earnings per share have been adjusted to reflect the 2-for-1 stock split 
effected by the payment of a 100% stock dividend in December 1994.

For the nine months ended September 30, 1995, earnings were 77 cents per share,
30 cents lower than earnings during the comparable 1994 period. Earnings for the
first nine months of 1994 included a favorable one-time deferred income tax rate
adjustment of 16 cents per share relating to the Company's gold mining
operations. During the first nine months of 1995, higher earnings from venture
capital operations of 8 cents per share and higher earnings from gold mining
operations of 1 cent per share (exclusive of the one-time deferred income tax
rate adjustment) only partially offset a 24 cents per share decline in earnings
from worldwide investment management businesses. Almost all of this decline
related to a 23 cents per share decrease in earnings from the Company's Polish
operations.

                          FINANCIAL SERVICES BUSINESSES

REVENUES. Revenues from the financial services businesses of $28.9 million in
the third quarter of 1995 were $3.8 million higher than revenues in the
comparable 1994 period, $2.4 million of which resulted from revenues from the
Company's new Russian investment management operations. Revenues of $77.8
million for the nine months ended September 30, 1995, were $2.2 million lower
than revenues in the comparable 1994 period, as significantly lower Polish
mutual fund sales resulted in lower underwriting commissions.

Management fees of $16.8 million in the third quarter of 1995 were $0.3 million,
or 2%, higher than management fees in the third quarter of 1994. The $2.3
million increase in management fees earned from the U.S. registered mutual
funds was offset by an equal decrease in management fees earned from the
Company's two Polish mutual funds. Assets in the Company's Polish equity mutual
fund decreased to approximately $300 million at the end of the third quarter.
The Company also introduced a new fixed income Polish mutual fund in the second
quarter of 1995. The Company earned $0.3 million in management fees in the third
quarter of 1995 from its U.S. and Polish venture capital funds.


<PAGE>   15



For the nine months ended September 30, 1995, management fees of $47.2
million were $1.2 million, or 2%, lower than management fees in the comparable
1994 period. The $3.9 million increase in management fees earned from the U.S.
registered mutual funds was more than offset by a $5.9 million decrease in
management fees earned from the Company's Polish mutual funds. Assets under
management of $13.3 billion at September 30, 1995, increased by $2.2 billion
since the beginning of the year. The increase was principally attributable to
strong stock market performance. During the first nine months of 1995, the
Company earned $0.8 million in management fees from its U.S. and Polish venture
capital funds.

Underwriting commissions and other fees of $2.5 million in the third quarter of
1995 were $0.9 million higher than underwriting commissions and other fees in
the third quarter of 1994. Almost three quarters of this increase was derived
from higher asset based sales charges resulting from significant increases in
the assets of the Company's back-end load funds. The Company's U.S. registered
mutual fund sales (including reinvested dividends) of $409 million in the third
quarter of 1995 were 25% higher than sales during the prior year's comparable
period, while redemptions of $268 million increased by 26%. The Company had net
sales of $141 million in the third quarter of 1995 compared to $114 million in
the third quarter of 1994.

For the first nine months of 1995, underwriting commissions and other fees of 
$6.1 million were $5.2 million lower than underwriting commissions and other 
fees in the same period in 1994 as a result of significantly lower sales of the
Company's Polish equity mutual fund. Sales of units of the Polish mutual funds 
were $17 million in the first nine months of 1995 and redemptions were $346 
million as compared to sales of $724 million in the first nine months of 1994 
and redemptions of $352 million. U.S. registered mutual fund sales of $1.2 
billion in the nine months ended September 30, 1995 were 8% higher than sales
during the comparable period in the prior year, while redemptions of $786
million increased by 19%. The Company had net sales of $404 million in the nine
months ended September 30, 1995, compared to $444 million in the nine months
ended September 30, 1994.

Shareholder services fees of $5.6 million and $16.7 million for the third
quarter of 1995 and the nine months ended September 30, 1995, respectively,
increased by $0.6 million and $2.0 million, respectively, over the comparable
1994 periods as a result of an increase in the number of shareholder accounts
and a fee increase effective January 1, 1995.

All other income of $4.0 million and $7.7 million for the third quarter of 1995
and the nine months ended September 30, 1995, respectively, increased by $2.0
million and $2.3 million, respectively, over the comparable 1994 periods
principally from interest and dividend income from the Company's new Russian
investment management operations.

COSTS AND EXPENSES. Worldwide financial services businesses costs and expenses
of $24.1 million and $66.8 million for the third quarter of 1995 and the nine
months ended September 30, 1995, respectively, increased by $4.8 million and
$10.3 million, respectively, over the comparable 1994 periods. Virtually all of
the increase resulted from higher payroll costs related to increased staffing in
the investment management, marketing


<PAGE>   16


and shareholder servicing groups, higher costs related to additional office
space, higher costs related to mutual fund distribution (including printing
and mailing of sales literature, paying commissions earned by the sales force
and mutual fund advertising and public relations), higher expenses from the
amortization of dealer advances and the costs associated with the Company's new
Russian investment management operations.

OTHER INCOME AND EXPENSE. The Company reported net venture capital investment
portfolio gains (excluding operating expenses) of $0.7 million and $4.9 million
for the third quarter of 1995 and the nine months ended September 30, 1995,
respectively, compared to net gains of $0.1 million and $0.6 million for the
comparable 1994 periods. These gains were all generated from investments in the
Company's U.S. venture capital portfolios. The Company's investments in its
own mutual funds during their startup phase contributed net gains of $0.1
million and $0.6 million, respectively, for the third quarter and nine months 
ended September 30, 1995, respectively, compared to net gains of $0.2 million
and net losses of $0.5 million, respectively, during the same periods in 1994.
The Company had realized gains of $1.7 million from investments held by the 
First Voucher Fund, the Russian investment fund in which the Company has a 51%
interest.

TAXES. The Company's effective tax rate for the financial services businesses of
45% for the first nine months of 1995 was slightly higher (1%) than the rate for
the comparable 1994 period, resulting principally from the non-deductible
minority interest expense associated with the Company's new Russian investment
management operations.

                             GOLD MINING OPERATIONS

EARNINGS. Earnings for the gold mining operations of 11 cents per share in the
third quarter of 1995 were 9 cents per share less than earnings in the third
quarter of 1994. In 1994, gold mining operations benefited from a reduction
in the Ghanaian income tax rate levied on mining companies from 45% to 35% 
which contributed, in part, to earnings of 55 cents per share in the first
nine months of 1994. Excluding a related 16 cents per share reduction in
deferred taxes recorded in prior years, earnings of 40 cents per share for the
nine months ended September 30, 1995 were 1 cent per share over the 
corresponding nine month period in 1994.

REVENUES. Revenues increased by 11% from the third quarter of 1994 to $22.4
million as gold sales increased by 12% to 58,500 ounces while the average
realized price of gold decreased by 1% to $383 per ounce. Revenues increased by
38% to $65.7 million over the nine months ended September 30, 1994 as gold sales
increased by 38% to 171,800 ounces while the average realized price of gold was
essentially flat at $382 per ounce.

COSTS AND EXPENSES. Based on TGL's estimated production of 235,000 ounces for
the year ending December 31, 1995, cash costs are estimated at approximately
$200 per ounce for 1995. The following table compares the cash and total cost
per ounce for the three and nine months ended September 30, 1995 with the
corresponding periods in 1994:


<PAGE>   17


<TABLE>
<CAPTION>
                                            Three Months Ended       Nine Months Ended 
                                               September 30,            September 30, 
                                               -------------            -------------                            
                                               1995     1994           1995      1994 
                                               ----     ----           ----      ---- 
<S>                                           <C>       <C>            <C>       <C>                                       
Cash Costs:                                                                           
  Production Costs                            $168      $106           $161      $113 
  Royalties                                     12        15             11        15 
                                              ----      ----           ----      ---- 
                                               180       121            172       128 
                                                                                      
  General and administrative                    29        25             28        32 
                                              ----      ----           ----      ---- 
   CASH COST PER OUNCE                         209       146            200       160 
                                                                                      
Non Cash Costs:                                                                       
  Depreciation and Amortization                 70        70             68        76 
  Other                                          6         2              5         2 
                                              ----      ----           ----      ---- 
  COST OF PRODUCTION PER OUNCE                 285       218            273       238 
                                                                                      
Interest and other costs                        10        12              9        13 
                                              ----      ----           ----      ---- 
   TOTAL COST PER OUNCE                       $295      $230           $282      $251 
                                              ====      ====           ====      ==== 
</TABLE>

                                                                    
Production costs represent costs attributable to mining ore and waste and
processing the ore through crushing, leaching, and processing facilities. These
costs increased by $62 per ounce and $48 per ounce compared with the respective
three and nine months ended September 30, 1994 principally because of higher
stripping ratios and the mining and processing of lower grade ore. Material
hauled increased during the three and nine months ended September 30, 1995 by
88% and 106%, respectively, and ore processed increased by 33% and 62%,
respectively, over the corresponding periods in 1994. The production cost per   
ounce was also affected adversely by the normal time lag inherent in developing 
new heap leach pads at TGL's West Plant and salary increases associated with
the June 30, 1995 collective bargaining agreement. TGL also experienced cost
increases in several mining and processing categories, including salaries and
benefits, drilling and blasting costs, fuel, cement, equipment maintenance, and
crushing costs.

Royalty payments are linked to operating profits and tax depreciation and were
estimated at 4% of revenue during the nine months ended September 30, 1994.
Actual royalty payments were 3% of revenue in 1994 and are estimated at 3% of
revenue for 1995. The decrease in the royalty estimate had the effect of
decreasing the cost per ounce during the three and nine months ended September
30, 1995 by $3 and $4 per ounce, respectively.

General and administrative costs consist principally of administrative salaries
and related benefits, travel expenses, insurance, utilities, legal costs,
employee meals, rents and vehicle expenditures. Since these costs are relatively
fixed and unrelated to production levels, the cost per ounce decrease for the
nine months ended September 30, 1995 compared with the corresponding 1994 period
was attributable to higher production levels. During the third quarter of 1995,
however, increases in salaries and benefits associated with the June 30, 1995
collective bargaining agreement, commercial insurance premiums, and customs
duties and clearing costs contributed to a $4 increase in the cost per ounce
over the third quarter of 1994.

<PAGE>   18


Depreciation and amortization is calculated using units of production and
straight-line methods designed to fully depreciate property, plant and equipment
over the lesser of their estimated useful lives or ten years. Development cost
amortization for the nine months ended September 30, 1995 decreased by $8 per
ounce compared with the corresponding 1994 period principally because
incremental development costs for the West Plant expansion were significantly
lower than the East Plant resulting in lower overall amortization. Development
costs are amortized by plant over 950,000 ounces.

Other costs increased during the three and nine months ended September 30, 1995
by $4 per and $3 per ounce, respectively, compared with the corresponding
periods in 1994 principally because of increases in core drilling costs.

Interest expense and other costs decreased by $2 per ounce and $4 per ounce
during the third quarter of 1995 and the nine months ended September 30, 1995,
respectively, compared with the same periods in 1994 principally because of
decreases in interest expense and premiums for a gold price floor program. This
decrease was partially offset by increases in foreign exchange losses. In
addition to interest expense, political risk insurance premiums, goodwill
amortization, foreign exchange gains and losses, and premiums for a gold price
floor program are included in this category.

TAXES. Exclusive of the $4.4 million first quarter 1994 adjustment to deferred
taxes recorded in prior years, accrued income taxes for the first nine months of
1995 and 1994 were $6.0 million and $5.4 million, respectively. During these
periods, the effective tax rates were 37% and 36%, respectively, slightly above
the statutory rate of 35% because of non-deductible expenses such as minority
interest and goodwill amortization.

PRODUCTION. TGL's production target for 1995 has decreased by 30,000 ounces to
approximately 235,000 ounces primarily because the mine has experienced higher
grade dilution from waste material, decreasing the grade of ore processed by the
crusher, and lower recoveries at the West Plant associated with the normal time
lag in gold processing inherent in developing new heap leach pads. In addition,
it has taken more time to locate and train equipment operators and mine
supervisors than was originally anticipated. TGL produced 176,400 ounces in
1994.

                         LIQUIDITY AND CAPITAL RESOURCES

                          FINANCIAL SERVICES BUSINESSES

Internal Revenue Service regulations require that, in order to serve as trustee,
the Company must maintain a net worth of at least 2% of the assets of Individual
Retirement Accounts and other qualified retirement plans accounts at year end.
At September 30, 1995, the Company served as trustee for $4.3 billion of
qualified plan assets and the ratio of net worth to qualified assets was 3.5%.
The Company's stockholders' equity of $147.7 million at September 30, 1995,
would permit it to serve as trustee for up to an additional $3.1 billion of
qualified plan assets.

The Company completed the acquisition of Mutual of Omaha Fund Management Company
("FMC") on December 1, 1993. If certain asset targets are reached, the

<PAGE>   19


Company would be obligated to pay up to $3 million of additional consideration
to FMC's former owner in 1996.

For certain funds in the Pioneer Family of Mutual Funds, the Company has
introduced a multi-class share structure. Under the multi-class share structure,
which was first introduced in April 1994, the participating funds offer both
traditional front-end load shares and back-end load shares. On back-end load
shares, the investor does not pay any sales charge unless there is a redemption
before the expiration of the minimum holding period which ranges from three to
six years. The Company, however, pays "up front" commissions to broker-dealers
related to sales and service of the back-end load shares ranging from 2% to 4%
of the sales transaction amount. The participating funds pay the Company
distribution fees of 0.75%, and service fees of 0.25%, per annum of their
respective net assets, subject to annual renewal by the trustees of the funds.
Sales of back-end load shares were $280 million in the first nine months of 1995
and new dealer advances totaled $9.9 million. Dealer advances, net of
amortization, were $13.0 million at September 30, 1995. The Company intends to
finance this program through working capital and the line of credit described
below.

In April 1995, the Company acquired approximately 51% of the shares of First
Voucher Fund (the "Voucher Fund"), one of the largest investment funds
established in Russia in connection with that country's privatization program.
The shares were issued by the Voucher Fund to two newly-formed subsidiaries of
Pioneer Omega, Inc. ("Pioneer Omega"), a Delaware corporation in which the
Company holds an approximate 70% direct interest. In addition to acquiring
shares in the Voucher Fund, Pioneer Omega, acting through its subsidiary Pioneer
First Russia, Inc. ("PFR"), acquired a Russian company that holds rights to
manage the Voucher Fund's investments under a management agreement. Through its
ownership of controlling interests in the Voucher Fund and the management
company, Pioneer Omega will also effectively acquire the rights to carry out
share distribution, investment and brokerage activities under the Voucher Fund
umbrella. Pioneer Omega paid $2.0 million in cash and issued shares (the "Omega
shares") valued at $6 million as consideration for the acquisition of the
management company and related rights. The Omega shares represent the
approximate 30% of the shares of Pioneer Omega not currently owned by the
Company. The holder of the Omega shares has the right to cause the Company to
purchase such shares (the "put option") and the Company has a corresponding
right to purchase such shares from the holder (the "call option"). The put and
call options are each exercisable with respect to one-third of the Omega shares
on the first, second and third anniversaries of the closing of the transaction.
The put and call option exercise price is $2 million per tranche, plus a 5% per
annum premium on the option exercise price. If the put and/or call option is
exercised in full, the Company will pay a total of $6.6 million for the Omega
shares over a three-year period.
                             
                            GOLD MINING OPERATIONS

TGL's cash balances decreased by $3.0 million to $0.5 million during the nine
months ended September 30, 1995. Cash generated from operating activities
aggregated

<PAGE>   20



$14.9 million while capital expenditures and loan principal payments were $11.0
million and $3.4 million, respectively. TGL declared and paid its first dividend
of $3.5 million during the first quarter of 1995 and generated sufficient
operating cash flow to fund all of its scheduled third party debt service
payments and short-term cash commitments.

At the end of the third quarter of 1995, direct investment in TGL aggregated
$6.3 million, comprised of $4.4 million of third party debt and $1.9 million of
direct equity investment by the Company. Of such third party debt, $1.9 million
was guaranteed by the Company. Scheduled third party debt service for the
remainder of 1995 is expected to aggregate $0.2 million, all of which is
expected to be funded from mining operations revenues.

In August 1995, TGL received an additional certification from an independent    
technical consultant regarding the Teberebie mine's gold reserves. Proven and
probable reserves were established based on mapping, sampling, drilling,
assaying, and evaluation techniques typical of those that are generally employed
in the mining industry. At August 31, 1995, remaining in-situ proven and
probable reserves were approximately 9.2 million ounces, consisting of
approximately 8.2 million ounces of heap leach ("crushed") ore and 1.0 million
ounces of run-of-mine ("ROM") material. The minimum cut-off grade (based on a   
gold price of $385 per ounce) for crushed ore and ROM material was approximately
0.765 and 0.25 grams per tonne, respectively. Reported gold reserves and the
distinction between crushed ore and ROM material differ from those previously
reported because the previously reported gold reserves were based on an earlier
assessment by the technical consultant and on an earlier mine plan.

The following table shows certified proven and probable reserves at 
August 31, 1995:


<TABLE>
<CAPTION>
                                 Teberebie Mine
                  Proven and Probable In-Situ Mineable Reserves
                                 August 31, 1995


                                                                                       
                                  Crushed ore                                            
                              more than 0.765 g/t           ROM ore more than 0.25
                                                             & less than 0.765 g/t       
                          --------------------------     -----------------------------   
                           000's    Grade                 000's     Grade
                          tonnes     g/t    000's oz     tonnes      g/t      000's oz
                          ------    -----   --------     ------     -----     --------                       
<S>                      <C>         <C>     <C>         <C>         <C>       <C>         
MINEABLE RESERVES
Total Proven             151,559     1.46    7,132       52,535      0.54        917
Total Probable            22,740     1.41    1,030        8,625      0.56        154    
-----------------------------------------------------------------------------------------
TOTAL RESERVES           174,299     1.46    8,162       61,160      0.54      1,071    
-----------------------------------------------------------------------------------------
</TABLE>

TBL is continuing its development drilling program to further increase proven
and probable reserves and to gain additional information for future mine
planing.

<PAGE>   21



The Company maintains $67.1 million of "political risk" insurance, principally
from the Overseas Private Investment Corporation ("OPIC"), covering 90% of its
equity and loan guarantees. The political risk insurance contract also covers
90% of the Company's proportionate share of cumulative retained earnings and
provides up to $11.1 million in stand-by insurance, subject to semiannual
coverage elections, to cover increases in retained earnings. TGL maintained a
gold price floor program to limit its exposure to a decline in market prices to
$310 per ounce. TGL also secured business interruption insurance coverage of
up to $19.0 million for losses associated with machinery breakdown and property
damage and continuing infrastructure and interest costs.

On July 26, 1995, the Company's Board of Directors approved a mine expansion
plan for TGL pursuant to which TGL would seek to increase gold production to a
rate of at least 400,000 ounces per annum in 1998. The Company will replicate
existing mining and processing technology while utilizing an in-pit gyratory
crusher. Capital expenditures in 1996 are estimated at approximately $65
million, including approximately $46 million related to the proposed expansion.
On September 29, 1995, TGL secured a conditional commitment from OPIC to provide
a loan guarantee for up to $54 million in connection with the expansion project.

On November 7, 1995, the Company reported that it had decided to postpone the
proposed global offering of shares (the "Shares") (and global depository
securities representing such Shares) of PGL pursuant to which the Company had
intended to sell 14,812,500 Shares of PGL, or approximately 20% of its interest
in PGL.

                         OTHER NATURAL RESOURCE BUSINESS

The Company's Russian venture, Forest Starma, in which the Company has a 63%
direct interest (recently increased from 55%) and a 3% indirect interest is
pursuing the development of timber production under two long-term leases
comprising 88,800 hectares (approximately 219,500 acres) in the aggregate with
annual cutting rights of 210,000 cubic meters awarded to the venture in the
Khabarovsk Territory of Russia. Forest Starma has developed a site, including a
jetty, from which it exports timber primarily to the Japanese market. Timber
production commenced in the first quarter of 1995 and the first three shipments
totaling approximately 10,000 cubic meters occurred in the third quarter of
1995. Forest Starma has reduced its estimated 1995 timber shipments from
approximately 70,000 cubic meters to approximately 25,000 cubic meters
principally as a result of delays in production.

Capital required by this venture is now projected at approximately $26.0 million
(net of an assumed Value Added Tax ("VAT") recovery on imports) of which $9.3
million would be financed pursuant to a conditional loan commitment already in
place. The loan, which initially would be guaranteed by the Company, would cease
to be guaranteed when the project meets certain production and cash flows tests.
The Company expects to provide financing of $16.7 million in the form of equity
and subordinated debt. Investments by the Company in the venture totaled $25.3
million (net of an assumed VAT recovery on

<PAGE>   22



imports) at September 30, 1995, some of which is considered bridge financing by
the Company.

The Company has secured OPIC political risk insurance in amount of up to $47    
million which would protect 90% of the Company's equity investment and loans
and a proportionate share of cumulative retained earnings. The Company is
engaged in two additional ventures in the Khabarovsk Territory of Russia each
of which is independently negotiating a lease in a large tract of forest land.
The Company has a majority interest in each of these ventures.


                                     GENERAL

The Company's liquid assets consisting of cash and marketable securities
(exclusive of gold mining operations) increased by $7.1 million in the first
nine months of 1995 to $33.7 million, principally as the result of the financing
of the First Investment Voucher Fund acquisition.

On February 28, 1995, the Company entered into an agreement with a commercial
bank providing for a $30 million unsecured line of credit. Advances under the
line bear interest, at the Company's option, at (a) the higher of the bank's
base lending rate or the federal funds rate plus 0.50%, (b) the London Interbank
Offered Rate plus 1.10%, or (c) at a money market rate set by the bank. The
line, which expires on February 27, 1996, provides that the Company must pay
additional interest to the bank at the rate of 0.25% per annum of the unused
portion of the line. On October 20, 1995, the Company entered into a second
agreement with the commercial bank providing for a $15 million unsecured line of
credit with substantially the same terms as the first agreement including
applicable interest rates and expiration date. At October 31, 1995, the Company
had $39 million outstanding under the lines.

THE COMPANY BELIEVES THAT IT IS IN SOUND FINANCIAL CONDITION, THAT IT HAS
SUFFICIENT LIQUIDITY FROM OPERATIONS AND FINANCING FACILITIES TO COVER
SHORT-TERM COMMITMENTS AND CONTINGENCIES AND THAT IT HAS ADEQUATE CAPITAL
RESOURCES TO PROVIDE FOR LONG-TERM COMMITMENTS.

<PAGE>   23
                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)     Exhibits.

                 10.1     Contract of Insurance Against Inconvertibility,
                          Expropriation, and Political Violence dated
                          September 29, 1995 between the Overseas Private
                          Investment Corporation ("OPIC") and the Company.

                 10.2     Commitment letter dated September 29, 1995 between
                          OPIC, the Company and Teberebie Goldfields Limited.

                 10.3     Letter Agreement dated October 20, 1995 between 
                          the Company and the First National Bank of Boston.    

                 11       Computation of earnings per share.

                 27       Financial Data Schedule.

         (b)     Reports filed on Form 8-K.  During the fiscal quarter ended
                 September 30, 1995, the Company filed a Current Report on Form
                 8-K, dated August 3, 1995, reporting that it has engaged an
                 international securities house to underwrite the sale, in a
                 global offering, of a minority interest in Pioneer Goldfields
                 Limited, currently a wholly-owned subsidiary of the Company.

                                   SIGNATURES
                                   ----------

It is the opinion of management that the financial information contained in
this report reflects all adjustments necessary to a fair statement of results
for the period report, but such results are not necessarily indicative of
results to be expected for the year due to the effect that stock market
fluctuations may have on assets under management.  All accounting policies have
been applied consistently with those of prior periods.  Such financial
information is subject to year-end adjustments and annual audit by independent
public accountants.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           THE PIONEER GROUP, INC.


                                           /s/ William H. Keough


                                           William H. Keough
                                           Senior Vice President
                                           Chief Financial Officer
                                           and Treasurer

<PAGE>   24
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.     Description
-----------     -----------

10.1            Contract of Insurance Against Inconvertibility,
                Expropriation, and Political Violence dated
                September 29, 1995 between the Overseas Private
                Investment Corporation ("OPIC") and the Company.

10.2            Commitment letter dated September 29, 1995 between
                OPIC, the Company and Teberebie Goldfields Limited.

10.3            Letter Agreement dated October 20, 1995 between 
                the Company and the First National Bank of Boston.    

11              Computation of earnings per share.


27              Financial Data Schedule